The Supreme Court has refused an application to keep Piotr Skoczylas on the board of Permanent TSB Group Holdings plc pending an appeal and a separate High Court petition. The court’s decision concerned interim relief only; it did not decide the underlying claims about his treatment as a director.
The appeal followed a High Court decision on 27 March 2013 refusing the petitioners’ requested relief. They sought an order preventing the respondents from taking steps to terminate Skoczylas’s directorship before the High Court determined their petition, and alternatively asked for questions to be referred to the European Court of Justice.
The Supreme Court heard that the company’s AGM was due on 22 May, and the petitioners feared Skoczylas would not be re-elected. The respondents said the outcome remained open. The court noted that the parties accepted there was a serious issue to be tried, but focused its short judgment on the balance of convenience in granting an injunction.
Skoczylas and the other petitioners allege that he was denied proper information, attended only three full board meetings and was at times physically excluded from relevant premises. He also says he was not appointed to the bank’s board or included in its directors’ induction process, unlike the other holding company directors. The respondents disputed aspects of the account. These complaints form part of a petition under section 205 of the Companies Act, which remained awaiting a High Court hearing.
The court said the High Court had found Skoczylas was the longest-serving director and, under the company’s articles, had to retire. It distinguished earlier cases relied on by the petitioners, noting that those cases involved arrangements giving the directors an additional basis for their board positions, such as agreements among company stakeholders. The court said that feature was absent here.
The proposed order would, in substance, have prevented the major shareholder from voting its shares at the AGM. The court considered that relief radical and potentially mandatory, and noted that restricting the chairman’s use of proxies could affect shareholders who had voluntarily given them. It also considered the competing consequences of keeping on the board someone who might not be entitled to remain and excluding someone who might be entitled to serve.
The court observed that the section 205 proceedings appeared broad enough to allow a remedy after trial, including for any European Union law breach that might be established. It said the petitioners had raised serious issues and that the company’s conduct during any period of Skoczylas’s exclusion should reflect the possibility that they could succeed. It nevertheless refused the application for interlocutory relief. The appeal and underlying petition were not determined by this order.